Cats and Chameleons
by Sniphles2000
Summary: Blake is reunited with an old friend from the White Fang after so long... But is she as happy to see them as this friend is to see her? Find out in this lovely, possibly romantic telling of the newest ship: Blake x Ilia.


_Menagerie… What a lovely little place to call home. A tropical paradise for Faunus of all shapes, species and sizes with hot climates and cosy village houses. And at night time, the island would become ten times as beautiful with the shattered moon and twinkling stars lighting up the sky. It was usually quite peaceful with most people either relaxing or sleeping in their homes… Except on this particular night._

 _At some point during the late hours, a fast paced chase had broken out between Blake Belladonna, Sun Wukong and the mysterious White Fang ninja known as Ilia Amitola, though the former two didn't know this yet. This chase had all three of the young Faunus running, climbing and jumping through the rooftops of the peaceful village in Menagerie, Blake and Sun after the ninja who had taken Sun's scroll which contained certain pictures and evidence of corrupt White Fang activity. The chase went on for several minutes, the three finally taking a stop on a larger rooftop and a fight finally ensuing. Weapons were brought out; semblances were used, all in a mad struggle for ownership of this scroll._

 _This all led up to a climactic standoff between the three…. Sun had completely depleted his aura in an attempt to subdue Ilia with his semblance, allowing Blake time to capture the scroll. Ilia's black stealth skin had faded away, showing the Chameleon Faunus' true slightly tanned and mixed skin. As Sun's energy clones faded with his aura and Blake ran to get the scroll, Ilia stood up and pointed her long, sharp weapon at Blake, half of her grimm mask now shattered from head-butting Sun in one of their struggles._

"Blake! Watch out!" _Sun cried out in his kneeling position on the roof, still tired from his aura drainage but still desperate to warn his good friend of the danger behind her._

 _Blake instantly turned to face this new enemy, gasping as she saw the weapon pointed straight at her and ready to attack._

 _As the White Fang ninja aimed at the cat Faunus, her horned grimm mask finally gave in and crumbled to pieces, all of them falling to the ground and revealing the rest of her face. Her blue eye, her scaly freckles, her stabbing eyebrows… This revealed everything to Blake. It was Ilia. The Chameleon Faunus glared at Blake as the mask fell off of her face, growling and tightening her grip on the primed and ready weapon._

 _Blake stared at Ilia, slowly looked her up and down before squinting sharply at the ninja. She knew her all too well and it had been far, far too long… Or not long enough._ "Ilia." _She spat out bluntly, sounding quite hostile as she referred to the familiar face by name._

 _The two ladies stood completely opposite each other, staring with both anger and a slight hint of nostalgia. This had clearly happened before with one pointing a weapon at the other._

 _As the standoff took place, Sun managed to pull himself up to his feet and look between the two, squinting as he came to a realisation._ "Wait… You _know_ her!?" _He asked frantically and in disbelief, pointing right at Ilia and glancing at Blake._

 _Ilia was getting incredibly annoyed by this stranger's rambling and interruptions of her and Blake's hostile reunion, balling up her fist and gritting her teeth more noticeably. With an angered growl, her skin, eyes and hair suddenly shifted colours to reflect her emotion, her skin turning a hellish red while her hair and freckles turned to a bright, neon yellow as well as her eyes. Finally snapping at the monkey Faunus, she twirled around with her new colours and swung her weapon back, the electrified whip extending out and being lashed forward at Sun, sparking wildly and stabbing him deep in the chest, incredibly close to the heart area._

"But she doesn't even look like a Faun- AAAAAAAGH!" _Sun screamed as the deadly whip stabbed him, bringing him to the ground as he clutched the wound in intense pain._

"SUN!" _Blake cried out as she saw her friend possibly get fatally wounded and fall to the ground, her face melting into a horrified expression of worry and concern._

 _Ilia just pulled back her weapon and once again aimed it at Blake, not seeming to care about Sun with an intense glare. She just needed that Scroll._ "Give it to me!" _She ordered Blake, a thought in the back of her mind not really wanting to hit her._

 _Blake gave Sun one last worried glance before turning her gaze to Ilia, her eyes narrowing into an anger filled glare for hurting Sun._ "No." _She spat out with hate and aggression, Ilia in her sights and vengeance on her mind._

 _Ilia never took her eyes off of Blake for a second, memories flooding through her mind of their history together. The times they trained with each other, grew up with each other.. They used to be like sisters. That was until Blake did what she had made a habit of doing… She ran. Ilia's expression slowly turned to that of worry, pain and sadness, the memories of Blake and her being there triggering something inside of her. To reflect her mood, she began to change colours once again with her hair, scaly freckles and eyes turning a sad blue while her skin shifted into a sickly green colour. Ilia lowered her weapon slowly and began edging backwards on the roof, shaking her head._ "You shouldn't have come back." _She spoke with a much less intense voice, now instead sounding much calmer yet… Pained._

 _Blake, still cautious but more curious as to why Ilia suddenly had a change of heart, took a few small steps forward and put her hand out, wanting to stop her former best friend._ "What…? Ilia… What are you doing? Why were you watching us? And why did you hurt Sun!?" _Blake suddenly gasped, looking back over to the bleeding Sun on the ground._ "Sun! I need to get he-"

"No!" _Ilia spoke out, the currently green and blue girl walking forward and gripping tighter to her weapon. She had been given orders to spy on these two and collect information but… It was Blake. How could she do that to her after only now getting her back after so long? She couldn't._ "He'll be fine… He just… Just trust me, he-"

"Why should I trust you!? You were spying on us and you just stabbed him! He could be dead, Ilia! How could you-"

 _ **BZZZZZZZT!**_

 _Blake, in her rightfully anger filled rant, was quickly cut off by a loud and incredibly quick spark and slash of electricity. It was Ilia. Not able to take more of Blake's yelling and anger towards her, she stuck out with her weapon and knocked the Cat Faunus out cold, making sure to not stab her and only knocking her out with Electricity._ "I'm sorry, Blake… I'm so sorry…"

 _Those were the last things Blake heard as her body went limp, the electrical whip hitting her right on the head and taking her to the ground. She went completely silent and was out like a light within a second._

 _Ilia just stared down at her friend, feeling all sorts of confliction and pained feelings inside. It was Blake… But not the Blake she used to know. But she couldn't just leave her here and taking her back to Adam would be even worse. What could she do… And then it clicked. Attaching her weapon to a clip on her suit, Ilia rushed over to Sun's scroll and began to dial the number for the Menagerie emergency services. She had a plan which could hopefully redeem herself to Blake and maybe even make up for lost time._ "I need an ambulance and quick! My friends bleeding out! The rooftop of 48 Ammivuctim Road. Hurry, please!" _Ilia responded frantically on the scroll before quickly hanging up and placing it in Sun's hand and standing up._

 _Sun just let out a pained groan, clearly out of it and dazed. The stab had gotten him good, getting pretty deep in the chest just next to the heart, barely missing any vital organs._

 _Ilia stared down at him and turned away, giving him one more half-hearted glance._ "You'll live. She'll be back with you soon." _She stated bluntly before slinking over to the unconscious Blake, kneeling down beside her and giving her a pained look._ "Why did you run? We had everything… We had each other. I thought that's all we ever needed." _Ilia spoke with tears forming in the corners of her eyes, her hand gently caressing Blake's warm, soft cheek. She missed feeling this… The tender touch of her once best friend. Just being around her and even hugging her. She just wanted it all back… And she planned to do so._

 _With a little bit of struggle and a strained grunt, Ilia managed to lift up Blake and slump her on her stomach over her shoulder, Blake's head at Ilia's back. Without giving another look to Sun, Ilia changed her colour pallet from cold and sad to completely black and stealthy like earlier, jumping off of the rooftop and into the jungle with Blake over her shoulder. She was going to make things right and she had exactly the place to lay low for it. Forget the mission and orders, Blake was all that mattered now. She would finally have her best friend back._

 _ **/**_

 _ **A few hours later...**_

"Mmph… Uuugh… What…?" _Were the noises that came from Blake who was only now beginning to slowly wake up after being knocked out by Ilia. She was clearly in a very groggy state so things weren't quite so clear to her, leaving her very confused honestly quite nervous. As her eyes opened up more, Blake slowly sat herself up and looked around at… A surprisingly familiar place._

 _What Blake could see was the interior of a wood-made building which looked fairly old but still in good shape, the wood worn down slightly. She was currently sitting on a flat, rather uncomfortable bed with a wood frame, a flat, white mattress and some rock solid pillows. Not the best place to sleep. There were a few window frames in this structure though none of them allowed any light in due to being covered in what appeared to be tree branches and shrubbery, the same applying for the doorframe though there was a loose looking door stuck there._

 _Blake saw all of the furniture inside; an old rug, a desk with two chairs, paper and colouring pencils on it and a pin board on the wall above the desk containing lots of fairly well made art, probably by some young teens as well as one polaroid photo. What was this photo of? Why it was of a young teen with jet black hair and cat ears alongside another girl about the same age with long, brown hair, and scaly freckles on her cheeks and shoulders. Both of the girls were wearing black and white White Fang Uniforms, Blake and Ilia. This was their old tree house in the Menagerie jungle..._

 _Low and behold, Blake managed to quickly spot the aforementioned chameleon rather quickly, sitting on a beanbag chair in the corner of the room, just staring at her with her hands clasped in front of her. Ilia was currently in her regular colour pallet, her tanned skin and scaly freckles easily identifiable as well as her black and grey combat suit and long, brown ponytail. Rather pretty looking to some_

 _Blake was immediately on alert due to the last thing she remembered being Ilia hurting Sun and knocking her out. Wait… Oh no._ "SUN!" _Blake's eyes widened as she remembered Sun's previous condition. Where was he now!? Was he ok!? Did Ilia hurt him more!? Could she… Could she still save him?_

"He's fine. He was picked up by some doctors and taken care of, I promise." _Ilia spoke up in a calm, almost soothing voice and gave a small, reassuring smile. She didn't want to see Blake like this… She wanted to atleast try and reconnect with their previous happiness together. She had to get Blake calm._

 _Blake's immediate reaction to Ilia was to stand up and stomp towards her, pointing an accusing finger at her and glaring sharply._ "Why should I trust you!? After you… You… You spied on us! Tried to hurt us!"

 _Ilia's smile slowly turned upside down into a saddened, quite disappointed frown. She really did understand why Blake was angry but… She was hoping she would at least hear her out._ "You… Haven't forgotten all those years together, right?"

 _Blake just seemed baffled by the mere mention of this, believing it to have nothing to do with anything._ "What… What does that have to do with this?! Don't change the subject! Why did you bring me here!?"

"It's a safe place. You feel safe here, right? You remember all the fun times we had here?" _Ilia stood up, a neutral look on her face as she stood about a metre away from Blake, looking her directly in the eyes._ "I was given strict orders to collect information on your situation and report it back to Adam. But after I heard what he did… what happened to you… And then just seeing you again in front of me… I'm out. I can't… Do this anymore." _She sighed and looked down, clenching her fists._

 _Blake seemed to let her guard down just slightly upon hearing this, shock and even relief hitting her like a truck._ "What!? You're… Leaving the White Fang?" _Blake took a few cautious steps closer, intrigued now at Ilia's reasons and motives._ "But… Why now? Why not back when I left?"

"Because I still thought this was worth fighting for. And then when you left… When you ran… I needed _something_ to keep me going." _Ilia looked up at Blake, her skin turning blue and her eyes, hair and scales turning yellow. Tears formed in her eyes as the feelings she felt back then hit her hard, making it feel like it was only yesterday._ "You didn't even say goodbye."

 _Blake's face just completely dropped upon hearing this. Another close friend hurt because of her… Ilia had to suffer years in this group because of her leaving. How must she have felt… No one should have to feel like that. But she had to explain…_ "Ilia… I had to leave. You can see now but I saw it first; the White Fang isn't what it used to be. It's violent, it's brutal, it's… Not the White Fang. If we want peace, terrorism isn't going to achieve that. I had to get out… However I could. I'm sorry I couldn't take you with me… If I could go back and change things I would have you involved but… It was just a last second decision. I'm so sorry I put you through this…You were my best friend and… and that's not what best friends do." _Blake was now also one to tear up, her apology and explanation lifting a weight off of her shoulders that she never knew she had._

 _Ilia on the other hand couldn't be happier with what she was hearing. Blake saying this was beautiful music to her ears and it released something inside her, this pent up emotion she hadn't felt in quite a while… Happiness and love. Ilia's skin began to turn a rich shade of orange while her hair, scales and eyes changed to a baby pink colour. She couldn't hold back in longer. She had to let this out… Lunging forward with great force, Ilia wrapped her arms around Blake's abdomen and hugged her close before quickly locking their lips together, initiating a slow, deep, passionate kiss. Oh this felt so good for Ilia… Never before had she been more excited and nervous at the same time, kissing her childhood friend like this._

 _Blake on the other hand was completely taken back by this act, being pushed back onto the bed by the sheer force of the kiss with Ilia on top of her. What was Ilia doing!? This wasn't… What!? Blake immediately began attempting to get Ilia off of her, pushing her and wriggling around beneath her in a confused state. However as the kiss went on and her struggles were ignored… Blake soon felt that she began to not mind this. Maybe even enjoying it. It was still incredibly strange and unexpected but for whatever reason, her struggles began to die down and soon cease completely. Maybe it was because when they were kids, there my have been something or maybe it was because she had been pent up for so long. But regardless, Blake found herself soon reciprocating in kind to Ilia, slowly kissing in return and holding the Chameleon close._

 _Ilia was on her hands and knees over Blake at this point, her head down and locked firmly into the kiss. She wasn't leaving it any time soon to say the least. Moving a hand to her own back, Ilia felt around until she found a hidden zipper at the top of her combat suit, grabbing it with her fingers and slowly pulling it down to the back of her waist. As she did this, she began the crank up the kiss by inserting her tongue into Blake's mouth, letting it push around and get an amazing taste of her friend, dominating the cat's tongue in the process as her suit loosened around her body._

 _Blake was quickly realising that this was going to go all the way as her mouth was dominated by Ilia's tongue and she heard a zipper being undone… And it was exciting her. Feeling a familiar warmth between her legs, Blake's thighs squeezed together tightly under Ilia, her tight pants squeaking slightly in response._

 _Ilia finally pulled back after a solid minute of kissing, gasping as she sits up on Blake's stomach and breaking a trail of saliva connecting their mouths. With her outfit now unzipped, she easily slipped her arms out of the short sleeves and let the rest fall down to below her waist, exposing her currently orange torso. Her small breasts bounced ever so slightly as they were released, her nipples rock hard from a mix of the moment and the lack of heat in the tree house.._

 _Blake stared up at Ilia with wide, hungry eyes now, gasping for air as their kiss broke. Instinctively, Blake reached up and began fondling and groping Ilia's bust, squeezing her fleshy breasts firmly and lightly pinching her perky nipples between her fingers. It felt so good to feel breasts other than her own for once._

 _Ilia let out a small, quiet moan as her sensitive chest was toyed with, sending all sorts of undiscovered pleasure through her body. This was better than anything she had ever dreamed of, all those night alone with only her fellow soldiers to keep her company. But none were like Blake. This was perfect… Blake was perfect._

 _Moving her arms down for a moment to pull them out of her white jacket, Blake soon reached up once more and pulled Ilia down again, this time however with Ilia's chest in her face. As they got close enough, Blake pushed her face forward and instantly popped one of Ilia's nipples in her mouth, sucking on it and lightly grazing it with her teeth. With her hands free and Ilia standing herself up with her hands on the bed, Blake reached her arms forward and slowly slid them down Ilia's orange back stroking her long, brown ponytail and getting a nice feel of her warm, bare body until she reached the waist where her clothes rested. Feeling the combat outfit, she took a hold of it with both hands and began to slide it down Ilia's body, going down the waist and pretty soon the rear, revealing Ilia to be wearing no underwear. Smirking slightly and switching nipples in her mouth, Blake continued sliding the suit down until it reached Ilia's knees, leaving it there and pulling her hands back._

 _With most of her body now exposed, Ilia shuddered from both feeling Blake's warm hands on it and the cold air from the outside world hit it. Leaves aren't the best insulation, it turns out. But just as she thought this situation couldn't get better…_

 _Suddenly, with some pretty great strength and coordination, Blake managed to slightly lift Ilia and turn her around around, Ilia's head now at Blake's crotch and vice versa._ "Get my pants off and go wild, Ili~" _Blake spoke in a lust filled tone as she pulled Ilia's costume all the way off, spreading her legs more and tugging her closer. There it was in front of her; Ilia's lovely pussy. Her skin was still orange from all of this positive emotion and was just so enticing. Blake took a firm grab of each ass cheek with her hands and squeezed them roughly, moving them around as she stuck her tongue out and gave a few teasing licks to Ilia's soaking wet slit._

 _Ilia shivered and let out a slightly louder, utterly lust filled moan and gasp as her womanhood was toyed with and teased by her cat lover. But she needed to return the favour and get a good taste of Blake's sweet juices… And she'd do just that. Undoing and pulling off the belt, Ilia quickly tugged Both Blake's pants and panties down at the same time, pulling them down her legs and off her feet with her shoes and dumping them on a bundle on the floor. Now spreading her legs and thigh, Ilia saw the prize. The pussy's drenched pussy just waiting to lapped up. Without wasting anytime, Ilia dived right in, holding onto Blake's thighs and plunging her tongue into the depths between Blake's lower lips and folds, digging around and taking in her sweet nectar._

"Mmmmmph…!" _Blake let out a pleased moan as Ilia went to town on her sex, flicks to her clit and the feeling of another person's tongue entering her hole absolutely breathtaking, even more so that it was Ilia. Not wanting to give in so easily however, Blake plunged her tongue as deep as it could go into Ilia's entrance, one of the hands at her rear moving down and beginning to rub her clit at a good, pleasurable pace._

"Aaaaagh! Ooh.. Blake~" _Ilia cried out in complete bliss, these new feeling overwhelming her senses and making her feel so good inside and out. Her moans and voice were sending light vibrations into Blake's sex, giving the cat Faunus just as much of a good time and bringing her closer to a climax with each hum. Ilia, who was now sweating quite a bit from all the reactions in her body, was also compelled to one-up Blake in this strange rivalry game they were playing. Both were wanting to make the other cum first and Ilia was determined to win. Moving a hand from her thigh, Ilia slowly inserted a finger into Blake's cunt and began pumping it in and out slowly, all while she continued licking her clit. Gradually speeding up, she added a second finger into the equation, just as a little extra effort._

 _This was close… But not close enough for Blake. This cat wouldn't cum so easily though from her reactions, Ilia could tell she was loving it. Blake moaned incredibly loudly as the two fingers penetrated her, stretching the soft inner walls of her vagina as they thrusted in and out. Blake had one last trick up her sleeve however.. This would surely works. Moving the hand at her clit up to her entrance, Blake focused her tongue on circling and licking Ilia's clit furiously, instead now inserting her middle finger slowly into Ilia's entrance. She began slowly pumping just like Ilia did but now once she was all the way in, she began feeling around, almost searching for something. After a moment… Gotcha._

"MMMMPPPPAAAAH!" _Ilia moaned so loud, you could swear the entire jungle heard her. Blake successfully hit her G-Spot, making the teen Chameleon cum with great force, her inner walls tightening around Blake's middle finger and her sweet fluids slowly pouring out around it and into Blake's mouth._

 _Coincidentally, Ilia's fingering paid off at just about the same time, Blake's moans increasing in volume before going completely silent, her vagina calming down gently on Ilia's fingers and releasing her juices on to Ilia's tongue, Ilia lapping it up._

 _The two sweaty women just lay there for a good few minutes, letting themselves rest and think about what just happened. It was great… Amazing, even. They just had sex with each other, the Cat and Chameleon Faunus after being childhood friends for so long. It finally happened._

 _Blake took her top off during these few minutes, throwing it to the side carelessly and leaving both women fully nude, their warm bodies heating each other up._

 _After catching her breath from the life changing orgasm, Ilia slowly rolled off of Blake and onto her back next to her, turning back around so the two were now face to face. She smiled sweetly at Blake, her skin turning back to her usual tanned mixed complexion as she regained control._ "Apology accepted."

 _Blake smiled right back and giggled at the comment, going a little red and closing her eyes. She pulled the covers out from underneath them and threw it over their bodies, shuffling over to Ilia and hugging her tightly._ "I'll never leave you again, Ilia. I promise."

 _Ilia could help but smile wider upon hearing this, hugging Blake in return and closing her eyes._ "I love you, Blake."

"I love you too, Ilia."

 _And so the two Faunus slowly drifted off to sleep in each other's arms, the two of them now lovers together in their old childhood tree house._


End file.
